Jammin Java Corp. 10-Q 


Exhibit 10.47


 






 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”),
dated as of November 15, 2016,
by and between JAMMIN JAVA CORP., a Nevada
corporation, with headquarters located at
730 Tejon St., Denver, Colorado 80211 (the “Company”),
and VIS VIRES GROUP, INC.,
a New York corporation, with its
address at 111 Great Neck Road –
Suite 216, Great Neck, NY
11021 (the “Buyer”).


 


WHEREAS:


 


A.                
The Company
and the Buyer
are executing and delivering this Agreement
in reliance upon the exemption
from securities registration afforded by the rules
and regulations as promulgated
by the United States Securities and Exchange
Commission (the “SEC”) under the Securities
Act of 1933, as amended (the “1933 Act”);


 


B.                
Buyer desires
to purchase
and the
Company desires to issue
and sell, upon the terms
and conditions set forth in this Agreement
an 8% convertible note of the
Company, in the form
attached hereto as Exhibit A, in the aggregate
principal amount of $14,000.00
(together with any
note(s) issued in replacement thereof
or as a dividend thereon or otherwise
with respect thereto in accordance
with the terms thereof, the “Note”),
convertible into shares of common
stock, $0.001 par value per
share, of the Company (the “Common
Stock”), upon the terms and subject
to the limitations and conditions
set forth in such Note; and


 


C.                
The Buyer
wishes to purchase,
upon the terms
and conditions stated in this Agreement, such principal amount of Note as
is set forth immediately below
its name on the signature
pages hereto.


 


NOW
THEREFORE, the Company
and the Buyer severally (and not
jointly) hereby agree
as follows:


 


1.                 
Purchase and Sale of
Note.


 


a.                  
Purchase of Note.
On the Closing Date (as defined below),
the Company shall issue and sell
to the Buyer and
the Buyer agrees to purchase
from the Company such principal
amount of Note as is set forth
immediately below the Buyer’s
name on the signature pages hereto.


 




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b.                  
Form of Payment.
On the Closing Date (as
defined below), (i) the Buyer shall
pay the purchase price for the Note to be
issued and sold to it at
the Closing (as defined below)
(the “Purchase Price”) by wire transfer
of immediately available funds
to the Company, in accordance with the
Company’s written wiring instructions,
against delivery of the Note in the principal
amount equal to the Purchase Price
as is set forth immediately
below the Buyer’s name on
the signature pages hereto, and (ii) the
Company shall deliver such duly executed
Note on behalf of the Company, to the Buyer,
against delivery of such
Purchase Price.


 


c.                  
Closing Date. Subject to the satisfaction
(or written waiver) of the conditions
thereto set forth in Section 6 and
Section 7 below, the date and
time of the issuance and sale
of the Note pursuant to this
Agreement (the “Closing Date”)
shall be 12:00 noon, Eastern Standard
Time on or about November 18, 2016,
or such other mutually agreed upon
time. The closing
of the transactions contemplated
by this Agreement (the “Closing”) shall occur on the Closing
Date at such location as may
be agreed to by the parties.


 


2.                 
 Buyer’s
Representations and Warranties.The
Buyer represents and
warrants to the Company
that:


 


a.                  
Investment
Purpose.
As of
the date hereof, the Buyer is purchasing
the Note and the shares
of Common Stock issuable upon
conversion of or otherwise pursuant to
the Note (including, without limitation, such
additional shares of Common
Stock, if any, as are issuable
(i) on account of interest
on the Note or (ii) as a result
of the events described in Section
1.4(g) of the Note, such
shares of Common Stock being
collectively referred to herein as
the “Conversion Shares” and, collectively
with the Note, the “Securities”)
for its own account and
not with a present view
towards the public sale or distribution
thereof, except pursuant to sales registered
or exempted from registration under
the 1933 Act; provided, however,
that by making the representations
herein, the Buyer does not agree
to hold any of the Securities for
any minimum or other specific term and
reserves the right to dispose
of the Securities at any
time in accordance with or pursuant
to a registration statement or an
exemption under the 1933 Act.


 


b.                  
Accredited Investor Status. The
Buyer is
an “accredited investor” as that term
is defined in Rule
501(a) of Regulation D (an “Accredited
Investor”).


 


c.                  
Reliance on
Exemptions.
The Buyer
understands that the Securities are
being offered and
sold to it in reliance upon specific
exemptions from the registration requirements
of United States federal and state
securities laws and
that the Company is relying upon
the truth and accuracy of, and the Buyer’s
compliance with, the representations,
warranties, agreements, acknowledgments
and understandings of the Buyer
set forth herein in order
to determine the availability of such
exemptions and the eligibility
of the Buyer to acquire the Securities.




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d.                  
Information. The
Buyer and its
advisors, if
any, have been,
and for
so long as the Note
remains outstanding will continue
to be, furnished
with all materials relating to
the business, finances and
operations of the Company and materials
relating to the offer
and sale of the
Securities which have been
requested by the Buyer or its advisors.
The Buyer and its advisors, if
any, have been,
and for so long as
the Note remains outstanding will
continue to be,
afforded the opportunity to ask
questions of the Company. Notwithstanding
the foregoing, the Company has
not disclosed to the Buyer
any material nonpublic information and
will not disclose such information unless
such information is disclosed to the public prior to or promptly
following such disclosure to the Buyer.
Neither such inquiries nor any other
due diligence investigation conducted
by Buyer or any
of its advisors or representatives shall
modify, amend or affect
Buyer’s right to rely
on the Company’s representations and
warranties contained in Section
3 below. The Buyer understands
that its investment in the Securities
involves a significant degree
of risk. The Buyer is not aware of any
facts that may constitute a breach
of any of the Company's
representations and warranties
made herein.


 


e.                  
Governmental Review. The
Buyer understands that no United
States federal or state agency
or any other government or governmental
agency has passed
upon or made any recommendation
or endorsement of the Securities.


 


f.                   
Transfer or Re-sale.
The Buyer understands that (i) the sale or re- sale of the Securities has not been and is not being registered under the 1933
Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant
to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the
Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions
to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration,
which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined
in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or
otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities
are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule)
(“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel
that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be
accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the
terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act)
may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything
else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin
account or other lending arrangement.


 




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g.                  
Legends.
The Buyer
understands that
the Note and, until such
time as the Conversion Shares have
been registered under the 1933 Act may
be sold pursuant to Rule 144 or
Regulation S without any
restriction as to the
number of securities as of a particular
date that can then be immediately
sold, the Conversion Shares may bear
a restrictive legend in substantially
the following form (and a stop-transfer
order may be placed against transfer
of the certificates for
such Securities):


 


“NEITHER
THE ISSUANCE AND
SALE OF
THE SECURITIES REPRESENTED
BY THIS CERTIFICATE
NOR THE SECURITIES
INTO WHICH THESE
SECURITIES
ARE EXERCISABLE HAVE
BEEN REGISTERED
UNDER
THE SECURITIES ACT OF
1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED


(I)
IN THE
ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR (B) AN OPINION
OF COUNSEL (WHICH
COUNSEL SHALL BE SELECTED
BY THE HOLDER), IN A GENERALLY
ACCEPTABLE FORM, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT OR (II)
UNLESS SOLD PURSUANT TO RULE 144
OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES.”


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act,
which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities,
including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with
respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, at the Deadline,
it will be considered an Event of Default pursuant to Section 3.2 of the Note.




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h.                  
Authorization; Enforcement.
This Agreement
has been duly
and validly
authorized. This Agreement has
been duly executed and delivered on behalf
of the Buyer, and this Agreement
constitutes a valid and binding agreement
of the Buyer enforceable in accordance
with its terms.


i.                   
Residency.
The Buyer
is a resident of the jurisdiction set
forth immediately below the Buyer’s name
on the signature pages hereto.


 


3.                 
Representations and Warranties
of the Company.The Company
represents and warrants
to the Buyer that:


 


a.                  
Organization and
Qualification. The Company
and each of its
Subsidiaries (as defined below), if
any, is a corporation
duly organized, validly existing and
in good standing under the laws
of the jurisdiction in which
it is incorporated, with full power
and authority (corporate and other)
to own, lease, use and operate its
properties and to carry
on its business as and
where now owned, leased, used, operated
and conducted. Schedule 3(a) sets
forth a list of all
of the Subsidiaries of the Company and
the jurisdiction in which each is
incorporated. The Company and each of its Subsidiaries
is duly qualified as a foreign corporation
to do business and is
in good standing in every jurisdiction
in which its ownership
or use of property or
the nature of the business conducted
by it makes such qualification
necessary except where the failure
to be so qualified
or in good standing
would not have a Material Adverse Effect.
“Material Adverse Effect”
means any material adverse effect on
the business, operations, assets, financial
condition or prospects
of the Company or its
Subsidiaries, if any, taken as
a whole, or on the transactions contemplated
hereby or by the agreements or
instruments to be entered
into in connection herewith. “Subsidiaries”
means any corporation or
other organization, whether incorporated
or unincorporated, in
which the Company owns, directly
or indirectly, any equity or
other ownership interest.


 


b.                  
Authorization;
Enforcement.
(i) The
Company has all
requisite corporate power and
authority to enter into and
perform this Agreement,
the Note and to consummate the
transactions contemplated hereby
and thereby and to issue the Securities,
in accordance with the
terms hereof and thereof, (ii)
the execution and delivery of
this Agreement, the Note by the Company
and the consummation by it of the transactions
contemplated hereby and thereby (including without limitation, the issuance
of the Note and the issuance
and reservation for
issuance of the Conversion Shares
issuable upon conversion or exercise
thereof) have been duly
authorized by the Company’s
Board of Directors and
no further consent
or authorization of the Company,
its Board of Directors, or its
shareholders is required, (iii) this
Agreement has been duly executed
and delivered by the Company
by its authorized
representative, and such authorized representative
is the true and official representative
with




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authority
to sign
this Agreement
and the
other documents executed in connection
herewith and bind the Company accordingly,
and (iv) this Agreement constitutes,
and upon execution and
delivery by the Company
of the Note, each of such
instruments will constitute, a legal,
valid and binding obligation of the Company
enforceable against the Company in accordance
with its terms.


 


c.                   Capitalization. As of
the date hereof, the authorized capital stock
of the Company consists of: (i) 5,112,861,525 authorized shares
of Common Stock, $0.001 par value per share,
of which 230,567,965 shares are issued and outstanding; and
(ii) there are no authorized shares of Preferred
Stock, (iii) 52,211,321 shares are
reserved for issuance
pursuant to the Company’s stock option plans,
(iv) no shares are reserved for issuance
pursuant to securities (other than
the Note and a Note dated March
11, 2016 for which 23,300,000
are reserved for Vis Vires Group, Inc.)
and due to the diminution of the Bid
Price, the total amount of shares
exercisable for, or convertible into or exchangeable for
shares of Common Stock, except as otherwise disclosed in
the SEC Documents, and 500,000,000 shares
are reserved for issuance upon conversion
of the Note as well as the March
11, 2016 Note. All
of such outstanding shares of capital stock
are, or upon issuance will be, duly authorized,
validly issued, fully paid and non- assessable. No shares of capital stock
of the Company are subject to preemptive
rights or any other similar rights of the
shareholders of the Company or any liens
or encumbrances imposed through the actions
or failure to act of the Company. As
of the effective date of this Agreement, (i)   there
are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights
of first refusal, agreements, understandings, claims or other
commitments or rights of any
character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares
of capital stock of the Company or any of its Subsidiaries, or arrangements
by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of
capital stock of the Company or any of its Subsidiaries (except as otherwise disclosed in the SEC Documents),
(ii)   there are no agreements or arrangements
under which the Company or any of
its Subsidiaries is obligated to register
the sale of any of
its or their securities under the 1933 Act and
(iii) there are no anti-dilution or price adjustment
provisions contained in any security
issued by the Company (or in any agreement
providing rights to security
holders) that will be triggered by the issuance of
the Note or the Conversion Shares. The
Company has furnished to the Buyer
true and correct copies of the
Company’s Certificate of Incorporation
as in effect on
the date hereof (“Certificate
of Incorporation”), the Company’s
By-laws, as in effect on the date hereof
(the “By-laws”), and the terms of all
securities convertible into or exercisable for Common Stock
of the Company and the
material rights of the holders
thereof in respect thereto. The Company shall provide the Buyer with a written
update of this representation
signed by the Company’s Chief Executive on
behalf of the Company as of the
Closing Date.


 


d.                  
Issuance of Shares.
The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective
terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect
to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and
will not impose personal liability upon the holder thereof.


 




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e.                  
Acknowledgment
of Dilution.
The Company understands
and acknowledges the potentially
dilutive effect to the Common
Stock upon the issuance of the
Conversion Shares upon conversion
of the Note. The Company further
acknowledges that its obligation
to issue Conversion
Shares upon conversion of the
Note in accordance with this
Agreement, the Note is absolute
and unconditional regardless of the dilutive
effect that such issuance may have on
the ownership interests of other
shareholders of the Company.


 


f.                   
No Conflicts.
The execution,
delivery and performance of this Agreement,
the Note by the Company and the consummation
by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance
and reservation for issuance
of the Conversion Shares) will not (i)
conflict with or result
in a violation of any
provision of the Certificate
of Incorporation or By-laws, or (ii)
violate or conflict with,
or result in a breach of any
provision of, or constitute a
default (or an event
which with notice or lapse of
time or both could
become a default) under, or give
to others any
rights of termination, amendment, acceleration
or cancellation of, any agreement,
indenture, patent, patent license or instrument
to which the Company or any
of its Subsidiaries is a party,
or (iii) result in a violation
of any law, rule,
regulation, order, judgment or decree
(including federal and state securities
laws and regulations and
regulations of any self-regulatory organizations to which
the Company or
its securities are subject) applicable
to the Company or any of its
Subsidiaries or by which any
property or asset of
the Company or any of its Subsidiaries
is bound or affected (except
for such conflicts, defaults,
terminations, amendments, accelerations,
cancellations and violations
as would not, individually or in the aggregate,
have a Material Adverse
Effect). Neither the Company nor any
of its Subsidiaries is in violation
of its Certificate of Incorporation,
By-laws or other organizational documents and neither the Company nor any
of its Subsidiaries
is in default (and no event has
occurred which with notice or lapse of time or both could
put the Company or any of its Subsidiaries
in default) under, and neither the Company nor any of its Subsidiaries
has taken any
action or failed to
take any action that would give to
others any rights
of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument
to which the Company or
any of its Subsidiaries
is a party or by which any property
or assets of the Company
or any of its Subsidiaries
is bound or affected, except for
possible defaults as would not, individually
or in the aggregate,
have a Material Adverse Effect.
The businesses of the Company and its
Subsidiaries, if any, are not
being conducted, and shall
not be conducted so long as
the Buyer owns any of the Securities,
in violation of any law, ordinance
or regulation of any governmental entity.
Except as specifically contemplated by this Agreement
and as required under the 1933
Act and any
applicable state securities laws,
the Company is not required to
obtain any consent, authorization or order
of, or make any filing or
registration with, any court, governmental agency, regulatory agency,
self-regulatory organization or stock market or any
third party in order for it to
execute, deliver or perform
any of its obligations under this
Agreement, the Note in accordance with
the terms hereof or thereof or to issue
and sell the Note




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in
accordance with
the terms hereof
and to issue the
Conversion Shares upon conversion
of the Note. All
consents, authorizations, orders,
filings and registrations which the Company
is required to obtain pursuant to the
preceding sentence have been
obtained or effected on or prior
to the date hereof. If the Company
is listed on the OTCQB,
the Company is not in violation
of the listing requirements of
the OTCQB and does not reasonably
anticipate that the Common Stock will
be delisted by the OTCQB in the foreseeable
future. The Company and its Subsidiaries
are unaware of any facts or circumstances
which might give rise to any
of the foregoing.


 


g.                                             
SEC Documents;
Financial Statements. The Company
has filed all reports, schedules,
forms, statements and
other documents required to
be filed by
it with the SEC pursuant to the
reporting requirements of the Securities
Exchange Act of 1934, as amended
(the “1934 Act”) (all of the foregoing
filed prior to the date hereof and all exhibits included therein and
financial statements and schedules
thereto and documents
(other than exhibits to such
documents) incorporated by reference therein,
being hereinafter referred to
herein as the “SEC
Documents”), except for the Company’s quarterly report
on Form 10-Q for the period ended
July 31, 2016. Upon written
request the Company will deliver
to the Buyer true and complete
copies of the SEC Documents, except
for such exhibits and incorporated
documents. As of their respective dates,
the SEC Documents complied in all
material respects with the requirements of
the 1934 Act and the rules and
regulations of the SEC promulgated thereunder
applicable to the SEC Documents,
and none of the SEC Documents,
at the time they
were filed with the SEC, contained any
untrue statement of a material fact
or omitted to state a material
fact required to be
stated therein or necessary in
order to make the statements therein, in light
of the circumstances under which they were
made, not misleading. None of the
statements made in
any such SEC Documents
is, or has been, required
to be amended
or updated under applicable law
(except for such statements
as have been amended or updated
in subsequent filings prior the date
hereof). As of their respective dates, the financial
statements of the Company included in
the SEC Documents complied as to
form in all
material respects with applicable
accounting requirements and the published
rules and regulations of the SEC with respect
thereto. Such financial statements have
been prepared in accordance with United States generally
accepted accounting principles, consistently applied, during the periods
involved and fairly present in all material
respects the consolidated financial position of the Company and its consolidated
Subsidiaries as of the dates thereof and the consolidated results of their
operations and cash flows for the periods
then ended (subject, in the case
of unaudited statements, to normal
year-end audit adjustments). Except as set forth
in the financial statements of
the Company included in the SEC Documents,
the Company has no liabilities, contingent
or otherwise, other than (i) liabilities
incurred in the ordinary course of business
subsequent to April 30, 2016,
and (ii) obligations under
contracts and commitments incurred in
the ordinary course of business
and not required under generally
accepted accounting principles to be
reflected in such financial statements,
which, individually or
in the aggregate, are
not material to the financial
condition or operating results
of the Company. The Company is subject
to the reporting requirements
of the 1934 Act.




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h.                  
Absence of Certain
Changes.
Since April 30, 2016, there
has been no material
adverse change and no material adverse
development in the assets, liabilities,
business, properties, operations, financial
condition, results of operations,
prospects or 1934 Act
reporting status of the Company or any
of its Subsidiaries.


 


i.                   
Absence of Litigation.
There is no action, suit, claim,
proceeding, inquiry or investigation
before or by any court, public
board, government agency, self-regulatory
organization or body pending
or, to the knowledge of the Company
or any of its Subsidiaries,
threatened against or affecting the Company
or any of
its Subsidiaries, or their officers
or directors in their capacity as such,
that could have a Material
Adverse Effect, except
as set forth
in the SEC Documents..
Schedule 3(i) contains a complete
list and summary description of
any pending or, to
the knowledge of the Company, threatened
proceeding (which would require disclosure on the
Company’s SEC Documents) against
or affecting the Company or
any of its Subsidiaries, without
regard to whether it would
have a Material Adverse Effect.
The Company and
its Subsidiaries are unaware of any facts
or circumstances which might give
rise to any of the foregoing.


 


j.                   
Patents, Copyrights,
etc.
The Company
and each of its Subsidiaries
owns or possesses the requisite
licenses or rights to use all
patents, patent applications, patent rights, inventions, know-how, trade
secrets, trademarks, trademark applications, service marks, service names, trade names and
copyrights (“Intellectual
Property”) necessary to enable it to conduct
its business as now operated (and,
as presently contemplated to be
operated in the future); there is
no claim or action by any person
pertaining to, or proceeding pending, or to the Company’s
knowledge threatened, which challenges
the right of the Company or of
a Subsidiary with respect to any
Intellectual Property necessary to enable it to conduct its
business as now operated (and, as presently
contemplated to be operated in
the future); to the best of the Company’s
knowledge, the Company’s
or its Subsidiaries’ current and
intended products, services and processes
do not infringe on any Intellectual Property or other rights
held by any person; and the Company is unaware
of any facts or circumstances
which might give rise to any
of the foregoing. The Company and each
of its Subsidiaries have taken reasonable
security measures to protect the
secrecy, confidentiality and value
of their Intellectual Property.


 


k.                  
No Materially
Adverse Contracts,
Etc.
Neither the
Company nor any
of its Subsidiaries is
subject to any charter, corporate or
other legal restriction, or any judgment,
decree, order, rule or regulation which in the judgment
of the Company’s officers has
or is expected in the future
to have a Material Adverse Effect. Neither
the Company nor any of
its Subsidiaries is a party
to any contract or
agreement which in
the judgment of the Company’s
officers has or is expected to
have a Material Adverse Effect.


 


l.                   
Tax
Status.
The Company and each of its
Subsidiaries has made or
filed all federal, state and foreign
income and all other tax returns, reports and
declarations required by any jurisdiction
to which it is subject (unless
and only to the extent that the
Company




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and
each of
its Subsidiaries has set
aside on its books provisions reasonably
adequate for the payment of all
unpaid and unreported taxes) and
has paid all taxes and other governmental
assessments and charges that are material
in amount, shown or determined
to be due on such returns, reports
and declarations, except those being
contested in good faith
and has set
aside on its books provisions reasonably
adequate for the payment of all
taxes for periods subsequent
to the periods to which such
returns, reports or declarations apply.
There are no unpaid taxes in
any material amount claimed to be due
by the taxing authority of any jurisdiction,
and the officers of the Company
know of no basis for any
such claim. The Company has
not executed a waiver with
respect to the statute of limitations
relating to the assessment or
collection of any foreign, federal,
state or local tax. None of the Company’s
tax returns is presently being audited
by any taxing authority.


 


m.               
Certain Transactions.
Except for
arm’s length transactions pursuant
to which the Company or
any of its
Subsidiaries makes payments in the ordinary course of business
upon terms no less favorable
than the Company or
any of its Subsidiaries
could obtain from third
parties and other than the grant
of stock options disclosed on Schedule
3(c), none of the officers,
directors, or employees of the
Company is presently a party
to any transaction with the Company
or any of its
Subsidiaries (other than for services
as employees, officers and directors),
including any contract, agreement or other arrangement providing
for the furnishing of services
to or by, providing
for rental of real or
personal property to
or from, or otherwise requiring payments
to or from any officer,
director or such employee or, to
the knowledge of the Company, any corporation,
partnership, trust or other entity in which
any officer, director, or any
such employee has a substantial
interest or is an officer, director,
trustee or partner.


 


n.                  
Disclosure.
All information
relating to or concerning
the Company or any of its
Subsidiaries set forth in this Agreement
and provided to the Buyer
pursuant to Section 2(d) hereof
and otherwise in connection with
the transactions contemplated hereby is
true and correct in all material respects
and the Company has not omitted
to state any material fact necessary
in order to make the statements
made herein or therein, in light
of the circumstances under which they
were made, not misleading. No
event or circumstance has occurred or exists
with respect to the Company or
any of its Subsidiaries or its
or their business, properties, prospects, operations
or financial conditions, which, under
applicable law, rule or regulation,
requires public disclosure or announcement
by the Company but which has not been
so publicly announced or disclosed
(assuming for this purpose
that the Company’s reports filed
under the 1934 Act are being
incorporated into an effective
registration statement filed by the Company
under the 1933 Act).


 


o.                  
Acknowledgment
Regarding Bu
yer’ Purchase
of
Securities.
The Company
acknowledges and agrees that the Buyer is
acting solely in the capacity
of arm’s length purchasers with
respect to this Agreement
and the transactions contemplated hereby.
The Company further acknowledges that the Buyer
is not acting as
a financial advisor or fiduciary
of




    	 	10	 



    	 



    



 


the
Company (or in any similar
capacity) with respect to
this Agreement and
the transactions contemplated hereby
and any statement made by the Buyer
or any of its
respective representatives or agents
in connection with this Agreement and
the transactions contemplated hereby is not advice
or a recommendation and is merely
incidental to the Buyer’
purchase of the Securities.
The Company further represents to
the Buyer that the Company’s
decision to enter into this Agreement
has been based solely
on the independent evaluation
of the Company and its representatives.


 


p.                  
No Integrated
Offering.
Neither the
Company, nor any of its affiliates,
nor any person acting on its
or their behalf, has directly
or indirectly made
any offers or sales in any security or
solicited any offers to buy any security
under circumstances that would require
registration under the 1933 Act
of the issuance of the Securities
to the Buyer. The issuance
of the Securities to the Buyer will
not be integrated with
any other issuance of the Company’s
securities (past, current or
future) for purposes of any shareholder
approval provisions applicable to the Company or
its securities.


 


q.                  
No Brokers.
The Company has
taken no
action which would give rise
to any claim
by any person for brokerage
commissions, transaction fees or
similar payments relating to this Agreement
or the transactions contemplated
hereby.


 


r.                   
Permits;
Compliance.
The Company and each
of its Subsidiaries
is in possession of all franchises,
grants, authorizations, licenses, permits,
easements, variances, exemptions, consents,
certificates, approvals and orders necessary
to own, lease and operate
its properties and
to carry on its business
as it is now being conducted
(collectively, the “Company
Permits”), and there
is no action pending or, to the knowledge
of the Company, threatened regarding
suspension or cancellation of
any of the Company Permits. Neither
the Company nor any of its
Subsidiaries is in
conflict with, or in default or violation
of, any of the Company Permits, except
for any such conflicts, defaults or violations
which, individually or in
the aggregate, would not reasonably
be expected to have
a Material Adverse Effect.
Since April 30, 2016, neither
the Company nor any of its Subsidiaries has
received any notification with
respect to possible conflicts, defaults
or violations of applicable laws,
except for notices relating
to possible conflicts, defaults or violations,
which conflicts, defaults or
violations would not have
a Material Adverse Effect.


 


		s.	Environmental
                                         Matters.



 


(i)                      
There are,
to the
Company’s knowledge, with
respect to the Company or
any of its Subsidiaries
or any predecessor of the Company,
no past or present
violations of Environmental Laws
(as defined below), releases of any material
into the environment, actions, activities,
circumstances, conditions, events, incidents, or contractual
obligations which may give rise
to any common law environmental liability
or any liability under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980 or similar




    	 	11	 



    	 



    

 




federal,
state, local
or foreign
laws and neither
the Company nor any of its Subsidiaries
has received any notice with
respect to any of the foregoing,
nor is any action pending or,
to the Company’s knowledge, threatened
in connection with any of the foregoing.
The term “Environmental
Laws” means all federal, state,
local or foreign laws relating to pollution
or protection of human health
or the environment (including, without limitation, ambient air, surface water, groundwater,
land surface or subsurface
strata), including, without limitation,
laws relating to emissions, discharges,
releases or threatened releases
of chemicals, pollutants contaminants, or toxic or hazardous
substances or wastes (collectively,
“Hazardous Materials”) into the
environment, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials,
as well as
all authorizations, codes, decrees, demands
or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders,
permits, plans or regulations issued, entered, promulgated or
approved thereunder.


 


(ii)                    
Other than
those that are or were
stored, used or disposed of in
compliance with applicable law, no Hazardous
Materials are contained on or about
any real property currently owned, leased
or used by the Company
or any of its
Subsidiaries, and no Hazardous
Materials were released on or
about any real property previously
owned, leased or used by the Company
or any of its Subsidiaries
during the period the property
was owned, leased or used
by the Company or any of its
Subsidiaries, except in
the normal course of the Company’s
or any of its Subsidiaries’
business.


 


(iii)                  
There are no
underground storage tanks on or under
any real property owned, leased
or used by the Company or
any of its
Subsidiaries that are not in compliance with applicable
law.


 


t.                   
Title to
Property.
The Company and
its Subsidiaries
have good and
marketable title in fee simple
to all real property and good and
marketable title to all personal property
owned by them which is material
to the business of the Company
and its Subsidiaries, in each case free
and clear of all liens, encumbrances and
defects except such as are described
in Schedule 3(t) or such as would
not have a Material
Adverse Effect. Any real property and
facilities held under
lease by the Company
and its Subsidiaries are held
by them under valid, subsisting
and enforceable leases with such
exceptions as would not have a
Material Adverse Effect.


 


u.                  
Insurance.
The Company
and each of its Subsidiaries are
insured by insurers of recognized
financial responsibility against
such losses and risks and in such amounts
as management of the Company believes
to be prudent and
customary in the businesses in which
the Company and its Subsidiaries are
engaged. Neither the Company
nor any such Subsidiary has
any reason to believe that it
will not be able to renew
its existing insurance coverage as and when such coverage expires or to obtain
similar coverage from similar insurers
as may be necessary
to continue its business
at a cost that would not have
a Material Adverse




    	 	12	 



    	 



    

 




Effect.
Upon written
request the Company
will provide to the Buyer true and
correct copies of
all policies relating to directors’
and officers’ liability coverage,
errors and omissions coverage,
and commercial general liability coverage.


 


v.                  
Internal Accounting
Controls.
Except as set forth
in the SEC
Documents, the
Company and each of its Subsidiaries
maintain a system of internal accounting
controls sufficient, in the judgment of the Company’s
board of directors, to provide
reasonable assurance that (i) transactions
are executed in accordance with management’s
general or specific authorizations,
(ii) transactions are recorded as necessary to
permit preparation of financial
statements in conformity with generally
accepted accounting principles and to maintain
asset accountability, (iii) access
to assets is
permitted only in accordance with
management’s general or specific
authorization and (iv) the recorded
accountability for assets is compared
with the existing assets at reasonable
intervals and appropriate action is taken
with respect to any differences.


 


w.                
Foreign Corrupt Practices.
Neither the Company, nor any
of its Subsidiaries, nor any director,
officer, agent, employee or other person
acting on behalf of the Company
or any Subsidiary has, in the course
of his actions for, or on behalf
of, the Company, used any corporate funds
for any unlawful contribution, gift, entertainment
or other unlawful expenses relating
to political activity; made any direct
or indirect unlawful payment
to any foreign or domestic
government official or employee from
corporate funds; violated or is
in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, or made any bribe, rebate, payoff,
influence payment, kickback or other unlawful
payment to any foreign or domestic government official
or employee.


 


		x.	[INTENTIONALLY
                                         DELETED].



 


y.                  
No Investment
Company.
The Company is not, and
upon the issuance and sale
of the Securities as contemplated
by this Agreement will not be
an “investment company”
required to be
registered under the Investment
Company Act of 1940 (an “Investment
Company”). The Company is
not controlled by an Investment
Company.


 


z.                  
Breach of Representations
and Warranties by the Company.
If the Company
breaches any of the representations or warranties
set forth in this Section 3, and
in addition to any
other remedies available to the
Buyer pursuant to this Agreement,
it will be considered an
Event of default under Section
3.4 of the Note.


 


		4.	COVENANTS.



 


a.                  
Best Efforts.The
parties shall
use their
best efforts to satisfy timely each
of the conditions described in
Section 6 and 7 of this Agreement.




    	 	13	 



    	 



    

 




b.                  
Form D;
Blue Sky
Laws.
The Company agrees to file
a Form D with respect to the
Securities as required
under Regulation D and to
provide a copy thereof to
the Buyer promptly after such filing,
if deemed required. The Company
shall, on or before the Closing
Date, take such action as the
Company shall reasonably determine
is necessary to qualify
the Securities for sale to the
Buyer at the applicable
closing pursuant to this
Agreement under applicable securities
or “blue sky” laws
of the states of the United
States (or to obtain an exemption
from such qualification), and
shall provide evidence of any
such action so taken to the Buyer
on or prior to the Closing Date.


 


c.                  
Use
of Proceeds.
The Company shall use
the proceeds for general
working capital purposes.


 


		d.	[INTENTIONALLY
                                         DELETED]



 


e.                  
Expenses.
The Company’s
sole expense with respect to
this transaction is to reimburse Buyer’
expenses shall be $0.00.


 


f.                   
Financial Information.
Upon written request
the Company
agrees to send or make available
the following reports to the Buyer until
the Buyer transfers, assigns, or sells
all of the Securities: (i)
within ten (10) days after the filing
with the SEC, a copy of its Annual
Report on Form 10-K its Quarterly Reports on Form
10-Q and any Current Reports on
Form 8-K; (ii) within one (1) day after
release, copies of all press releases
issued by the Company or
any of its Subsidiaries;
and (iii) contemporaneously with the making
available or giving to the
shareholders of the Company, copies of any notices
or other information the Company makes
available or gives to such
shareholders.


 


		g.	[INTENTIONALLY
                                         DELETED]



 


h.                  
Listing. The Company shall promptly secure
the listing of the Conversion
Shares upon each national
securities exchange or automated quotation
system, if any, upon which
shares of Common Stock are then listed
(subject to official notice of issuance)
and, so long as the Buyer owns any of the Securities,
shall maintain, so long as
any other shares of Common
Stock shall be so listed, such
listing of all Conversion Shares
from time to time issuable upon conversion
of the Note. The Company will obtain
and, so long as the Buyer owns
any of the Securities, maintain the listing
and trading of its Common Stock on the OTCQB or
any equivalent replacement exchange
or electronic quotation system (including but not limited to
the Pink Sheets electronic quotation system)
and will comply in all respects with the Company’s
reporting, filing and other obligations
under the bylaws or rules of the Financial
Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly
provide to the Buyer copies of any notices
it receives from the OTCQB and
any other exchanges or electronic quotation
systems on which the Common Stock
is then quoted regarding




    	 	14	 



    	 



    

 




the
continued eligibility of the Common
Stock for listing on such exchanges and
quotation systems.


 


i.                   
Corporate Existence.
So long
as the Buyer beneficially
owns any Note, the Company
shall maintain its corporate
existence and shall not sell all
or substantially all of the
Company’s assets, except in
the event of a merger
or consolidation or sale of all
or substantially all
of the Company’s assets, where the
surviving or successor entity in
such transaction (i) assumes the
Company’s obligations hereunder
and under the agreements
and instruments entered into in connection herewith and
(ii) is a publicly traded corporation
whose Common Stock is listed
for trading on the Pink Sheets, OTCQX,
OTCQB, Nasdaq, Nasdaq SmallCap, NYSE
or AMEX.


 


j.                   
No Integration.
The Company shall
not make any offers or sales of
any security (other than the Securities) under
circumstances that would require registration
of the Securities being offered
or sold hereunder under the 1933 Act
or cause the offering of the Securities
to be integrated with any other offering
of securities by the Company for the purpose of any stockholder approval provision
applicable to the Company or its securities.


 


k.                  
Breach of Covenants.
If the Company breaches any of
the covenants set forth in
this Section 4, and in addition
to any other remedies
available to the Buyer pursuant
to this Agreement, it will be
considered an event of default
under Section 3.4 of the Note.


 


l.                    
Failure to
Comply with
the 1934 Act.
So long as the Buyer
beneficially owns the Note, the
Company shall comply with the reporting
requirements of the 1934 Act;
and the Company shall continue
to be subject to the reporting
requirements of the 1934 Act,
provided that the Company’s
failure to timely file the
Company’s quarterly report
on Form 10-Q for the period
ended July 31, 2016 as
long as it is filed by December
14, 2016, shall not be deemed
an Event of Default.


 


m.               
Trading Activities.
Neither the
Buyer nor its affiliates
has an open short position
in the common stock of the
Company and the Buyer agree that it
shall not, and that it
will cause its affiliates
not to, engage in any short sales
of or hedging transactions with
respect to the common stock of the
Company.


 


5.                  
Transfer Agent Instructions.
The Company
shall issue
irrevocable instructions to its transfer
agent to issue certificates, registered
in the name of the Buyer or
its nominee, for the Conversion
Shares in such amounts as specified from
time to time by the Buyer
to the Company upon conversion
of the Note in
accordance with the terms thereof (the “Irrevocable
Transfer Agent Instructions”). In the event that the Borrower
proposes to replace its transfer
agent, the Borrower shall provide,
prior to the effective date of such
replacement, a fully executed Irrevocable
Transfer Agent Instructions in a form
as initially delivered pursuant to the Purchase
Agreement (including but not limited to the provision to
irrevocably reserve shares of
Common Stock in the Reserved
Amount) signed by the successor transfer
agent to Borrower




    	 	15	 



    	 



    

 




and
the Borrower. Prior to
registration of the Conversion Shares under the 1933 Act
or the date on which the Conversion
Shares may be sold pursuant to Rule 144 without
any restriction as to
the number of Securities as of
a particular date that can then
be immediately sold, all such
certificates shall bear
the restrictive legend specified in Section
2(g) of this Agreement. The Company warrants
that: (i) no instruction other
than the Irrevocable Transfer
Agent Instructions referred to in
this Section 5, and stop transfer
instructions to give effect
to Section 2(f) hereof (in the case
of the Conversion Shares, prior
to registration of the Conversion Shares under
the 1933 Act or the date on which
the Conversion Shares may be
sold pursuant to Rule 144 without
any restriction as to the number of
Securities as of a particular date that
can then be immediately sold),
will be given by the Company
to its transfer agent and
that the Securities shall otherwise
be freely transferable on the books
and records of the Company
as and to the extent provided
in this Agreement and
the Note; (ii) it will not direct
its transfer agent not to transfer
or delay, impair, and/or hinder its transfer
agent in transferring (or issuing)(electronically or in
certificated form) any certificate for Conversion Shares
to be issued to the
Buyer upon conversion of or otherwise
pursuant to the Note as and when
required by the Note and this Agreement;
and (iii) it will not fail
to remove (or directs its
transfer agent not
to remove or impairs, delays,
and/or hinders its transfer
agent from removing) any restrictive
legend (or to withdraw any stop transfer
instructions in respect thereof) on any certificate
for any Conversion Shares issued
to the Buyer upon conversion of
or otherwise pursuant to the Note as and when
required by the Note and this Agreement.
Nothing in this Section
shall affect in any way the Buyer’s
obligations and agreement set forth in
Section 2(g) hereof to comply with
all applicable prospectus delivery requirements,
if any, upon re-sale
of the Securities. If the Buyer
provides the Company, at
the cost of the Buyer, with (i)
an opinion of counsel in form, substance
and scope customary for opinions in
comparable transactions, to the effect
that a public sale or transfer of
such Securities may be made
without registration under the 1933 Act
and such sale or transfer
is effected or (ii) the Buyer provides
reasonable assurances that the Securities can be
sold pursuant to Rule 144 (along
with an opinion of counsel),
the Company shall permit the transfer,
and, in the case of the Conversion
Shares, promptly instruct its
transfer agent to issue one or
more certificates, free from
restrictive legend, in such name
and in such denominations as
specified by the Buyer. The Company
acknowledges that a breach by it of its
obligations hereunder will cause
irreparable harm to the Buyer,
by vitiating the intent and purpose
of the transactions contemplated
hereby. Accordingly, the Company
acknowledges that the remedy at law
for a breach of its obligations
under this Section 5 may be inadequate
and agrees, in the event
of a breach or threatened breach
by the Company of the provisions
of this Section, that the Buyer shall
be entitled, in addition to all
other available remedies, to an
injunction restraining any breach
and requiring immediate transfer, without the necessity of showing
economic loss and without any bond
or other security being required.




    	 	16	 



    	 



    

 




6.                  
Conditions
to the
Compan y’s Obligation
to Sell.
The obligation of the Company hereunder
to issue and sell
the Note to the Buyer at the Closing
is subject to the satisfaction, at
or before the Closing Date of each
of the following conditions
thereto, provided that these conditions
are for the Company’s sole
benefit and may
be waived by the Company at any
time in its sole discretion:


 


a.                  
The Buyer shall have executed
this Agreement and
delivered the same to the Company. 



 


b.                  
The Buyer shall
have delivered
the Purchase Price in accordance
with Section
1(b) above.


 


c.                  
The representations
and warranties of the Buyer
shall be true and correct in all material
respects as of the date when
made and as of the Closing Date as though
made at that time (except
for representations and warranties that speak
as of a specific date), and the
Buyer shall have performed, satisfied and complied
in all material respects with the covenants, agreements and
conditions required by this
Agreement to be performed,
satisfied or complied with by the
Buyer at or prior to the Closing
Date.


 


d.                  
No litigation, statute, rule,
regulation, executive order, decree, ruling or injunction
shall have been enacted, entered,
promulgated or endorsed by or in
any court or governmental authority
of competent jurisdiction or any self-regulatory
organization having authority over the matters
contemplated hereby which prohibits the
consummation of any of the transactions
contemplated by this Agreement.


 


7.                  
Conditions
to The
Bu
yer ’s
Obligation to Purchase.
The obligation of the Buyer hereunder
to purchase the Note at the Closing
is subject to the satisfaction, at
or before the Closing Date of each
of the following conditions, provided
that these conditions are
for the Buyer’s sole benefit
and may be waived
by the Buyer at any
time in its sole discretion:


 


 


a.                  
The Company
shall have executed
this Agreement
and delivered
the same
to the Buyer.






 


b.                  
The Company
shall have delivered to
the Buyer
the duly executed Note (in
such denominations as the Buyer
shall request) in accordance with
Section 1(b) above.


 


c.                  
The Irrevocable
Transfer Agent
Instructions,
in form
and substance satisfactory
to a majority-in-interest
of the Buyer, shall have
been delivered to and acknowledged
in writing by the Company’s Transfer
Agent.


 


d.                  
The representations
and warranties
of the Company
shall be true and
correct in all material respects
as of the date when
made and as of the Closing
Date as




    	 	17	 



    	 



    

 




though
made at
such time
(except for representations
and warranties that speak
as of a specific date) and
the Company shall have performed, satisfied and
complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be
performed, satisfied or complied
with by the Company at or prior to the
Closing Date. The Buyer shall
have received a certificate or certificates,
executed by the chief executive officer of the Company,
dated as of the Closing Date,
to the foregoing effect and as
to such other matters as may
be reasonably requested by the Buyer
including, but not limited to
certificates with respect to the Company’s
Certificate of Incorporation, By-laws and Board of Directors’
resolutions relating to the transactions contemplated
hereby.


 


e.                  
No litigation, statute, rule,
regulation, executive order, decree, ruling or injunction
shall have been
enacted, entered, promulgated
or endorsed by or in any court
or governmental authority of competent
jurisdiction or any self-regulatory
organization having authority over
the matters contemplated hereby which
prohibits the consummation of any
of the transactions contemplated
by this Agreement.


 


f.                   
No event shall
have occurred
which could
reasonably be expected
to have
a Material Adverse Effect on the Company
including but not limited to a change
in the 1934 Act reporting
status of the Company or the failure
of the Company to be timely in
its 1934 Act reporting
obligations.


 


		g.	[Removed]



 


h.                  
The Buyer shall
have received
an officer’s
certificate described
in Section 3(c)
above, dated as of the Closing Date.


 


 


		8.	Governing
                                         Law;
                                         Miscellaneous.



 


a.                  
Governing Law.
This Agreement
shall be governed by and
construed in accordance with the laws
of the State of New
York without regard to principles
of conflicts of laws. Any action
brought by either party against
the other concerning the transactions
contemplated by this Agreement shall
be brought only in
the state courts of New York
or in the federal courts
located in the state and county of Nassau.
The parties to
this Agreement hereby irrevocably waive any objection
to jurisdiction and venue
of any action instituted hereunder
and shall not assert any defense based
on lack of jurisdiction
or venue or based upon forum
non conveniens. The
Company and Buyer
waive trial by jury. The
prevailing party shall be entitled to
recover from the other party its
reasonable attorney's fees
and costs. In the event that any provision
of this Agreement or any other agreement
delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule
of law, then such




    	 	18	 



    	 



    

 




provision
shall be deemed
inoperative to the extent that it
may conflict therewith and shall be deemed
modified to conform with such
statute or rule of law. Any such provision which
may prove invalid or unenforceable under any
law shall not affect the
validity or enforceability
of any other provision of any
agreement. Each party hereby irrevocably
waives personal service of process and consents
to process being served in
any suit, action or proceeding in connection
with this Agreement or any other
Transaction Document by mailing a copy
thereof via registered
or certified mail or overnight delivery
(with evidence of delivery) to
such party at the address in effect
for notices to it under this
Agreement and agrees that such
service shall constitute good and sufficient
service of process and notice
thereof. Nothing contained herein shall
be deemed to limit in any
way any right to serve
process in any other manner
permitted by law.


 


b.                  
Counterparts.
This Agreement
may be
executed in one or more counterparts,
each of which shall
be deemed an original but all
of which shall constitute one and the
same agreement and shall become effective when counterparts have been signed by each
party and delivered
to the other party.


 




c.                  
Headings.
The headings
of this
Agreement are for convenience of
reference only and
shall not form part
of, or affect the interpretation of, this
Agreement.


 


d.                  
Severability.
In the event that any
provision of this Agreement is
invalid or unenforceable under any applicable
statute or rule of law, then such provision shall
be deemed inoperative to the
extent that it may conflict therewith
and shall be deemed modified to
conform with such statute or
rule of law. Any provision hereof which
may prove invalid or unenforceable
under any law shall not affect the validity
or enforceability of any other provision hereof.


 


e.                  
Entire Agreement;
Amendments.
This Agreement
and the instruments referenced
herein contain the entire understanding
of the parties with respect
to the matters covered herein and
therein and, except as specifically set forth
herein or therein, neither the
Company nor the Buyer makes any representation,
warranty, covenant or undertaking with respect
to such matters. No provision
of this Agreement may be waived or amended
other than by an instrument in writing
signed by the majority in interest
of the Buyer.


 


f.                   
Notices.
All notices,
demands, requests, consents, approvals, and other
communications required or permitted
hereunder shall be in writing and, unless
otherwise specified herein, shall
be (i) personally served, (ii) deposited
in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered
by reputable air courier service
with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed
as set forth below or to such
other address as such
party shall have specified
most recently by written notice. Any
notice or other communication required or
permitted to be given hereunder
shall be deemed effective
(a) upon hand delivery or delivery
by facsimile, with accurate
confirmation




    	 	19	 



    	 



    

 




generated
by the transmitting facsimile
machine, at the address or number
designated below (if
delivered on a business day during
normal business hours where such
notice is to be
received), or the first business
day following such delivery (if delivered
other than on a business day during normal
business hours where such notice is
to be received)
or (b) on the second business day following the date
of mailing by express courier service,
fully prepaid, addressed to
such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:


 


If
to the Company, to: 


JAMMIN
JAVA CORP.


730
Tejon St.


Denver,
Colorado 80211


Attn:
ANH TRAN, President


facsimile:
[enter fax number]


 


With
a copy
by fax only to (which
copy shall not constitute notice):


Attn:
David M. Loev, Esq. 


6300
West Loop South,
Suite 280 


Bellaire,
Texas 77401 


Phone:
(713) 524-4110 


Fax:
(713) 524-4122 


Email:
dloev@loevlaw.com


 


 


If
to the Buyer:


VIS
VIRES GROUP,
INC.


111
Great Neck Road
– Suite 216, Great Neck,
NY 11021


Attn:
Curt Kramer, President


e-mail:
info@visviresgroup.com


 


With
a copy
by fax only to (which
copy shall not constitute notice):


Naidich
Wurman LLP


111
Great Neck Road – Suite 214


Great
Neck, NY
11021


facsimile: 516-466-3555


 


Each
party shall
provide notice to the other party of
any change in address.




    	 	20	 



    	 



    


 


g.                  
Successors and Assigns.
This Agreement
shall be binding
upon and inure to
the benefit of the parties
and their successors and assigns. Neither
the Company nor the Buyer shall
assign this Agreement or any rights
or obligations hereunder without the
prior written consent of the
other. Notwithstanding the foregoing, subject
to Section 2(f), the Buyer may assign
its rights hereunder to any
person that purchases Securities in
a private transaction from the
Buyer or to any
of its “affiliates,” as
that term is defined under the 1934
Act, without the consent
of the Company.


 


h.                  
Third Party Beneficiaries.
This Agreement
is intended for the benefit
of the parties hereto and their
respective permitted successors and assigns,
and is not for the benefit of,
nor may any provision hereof be enforced
by, any other person.


 


i.                   
Survival.
The representations
and warranties of the Company
and the agreements and
covenants set forth in
this Agreement shall
survive the closing hereunder notwithstanding
any due diligence investigation
conducted by or on behalf
of the Buyer. The Company
agrees to indemnify and hold
harmless the Buyer and
all their officers, directors,
employees and agents for loss
or damage arising as a result
of or related to any breach or alleged
breach by the Company of any
of its representations,
warranties and covenants set forth
in this Agreement
or any of its covenants
and obligations under this Agreement, including advancement of expenses as
they are incurred.


 


j.                   
Publicity.
The Company, and
the Buyer shall have the right
to review a reasonable
period of time before issuance
of any press releases, SEC, OTCQB or FINRA
filings, or any
other public statements with respect
to the transactions contemplated hereby;
provided, however,
that the Company shall be entitled,
without the prior approval of the Buyer,
to make any press release
or SEC, OTCQB (or other applicable trading
market) or FINRA filings with
respect to such transactions
as is required by applicable law
and regulations (although the
Buyer shall be consulted
by the Company in connection with any such press release
prior to its release and
shall be provided with a copy thereof
and be given an opportunity to
comment thereon).


 


k.                  
Further Assurances.
Each party shall
do and perform, or cause to be
done and performed, all such further acts
and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents,
as the other party may reasonably request
in order to carry out the intent
and accomplish the purposes
of this Agreement and the consummation
of the transactions contemplated hereby.


 


l.                   
No Strict
Construction.
The language
used in this Agreement
will be
deemed to be
the language chosen by the parties
to express their mutual intent, and
no rules of strict construction
will be applied against any
party.




    	 	21	 



    	 



    

 




m.               
Remedies.
The Company acknowledges
that a breach by it of its obligations
hereunder will cause irreparable harm to the
Buyer by vitiating the intent
and purpose of the transaction
contemplated hereby. Accordingly,
the Company acknowledges that the remedy at
law for a breach of its obligations
under this Agreement
will be inadequate
and agrees, in the event
of a breach or threatened breach
by the Company of the provisions
of this Agreement, that the Buyer shall
be entitled, in addition to all
other available remedies at law
or in equity, and in addition to the penalties
assessable herein, to an injunction
or injunctions restraining, preventing or curing
any breach of this Agreement
and to enforce specifically the terms
and provisions hereof, without the
necessity of showing economic loss
and without any bond or other security
being required.


 


IN
WITNESS WHEREOF,
the undersigned
Buyer and the Company have
caused this Agreement
to be duly executed as of the
date first above written.


 


JAMMIN
JAVA CORP.





	

         




	 








	By:	ANH
                                         TRAN
	 	President






11/18/2016





 


	VIS
        VIRES GROUP, INC.

         

        By:
_______________________________________        
	 
	Name:
        Curt Kramer
        Title: President

        111
        Great Neck Road
        – Suite 216,

	Great
    Neck, NY
    11021
	AGGREGATE
        SUBSCRIPTION AMOUNT:

        Aggregate
        Principal Amount
        of Note:
	 

        $14,000.00

	Aggregate
    Purchase Price:	$14,000.00


Tranche
#3VVG-1273
(JAMNI)


November
15, 2016


anh@jamminjavacoffee.com;
anh@marleycoffee.com; dloev@loevlaw.com


 


 


 


 


 


 




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